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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-QSB
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended January 31, 2000
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From _____ to ____
Commission File Number 0-15362
NAVTECH, INC.
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(Exact name of small business issuer as specified in its charter)
Delaware 11-2883366
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2340 Garden Road, Monterey, California 93940
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (519) 747-9883
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No |_|
The number of shares outstanding of the issuer's common stock as of February 29,
2000 was 2,001,980 shares.
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NAVTECH, INC.
FORM 10-QSB
For the Quarter Ended January 31, 2000
INDEX
Part I. Financial Information
Item 1. Financial Statements Page
a) Consolidated Statements of Operations (Unaudited)
for the Three Months Ended January 31, 2000 and 1999......... 1
b) Consolidated Balance Sheet (Unaudited)
as of January 31, 2000....................................... 2
c) Consolidated Condensed Statements of Cash Flow (Unaudited)
for the Three Months Ended January 31, 2000 and 1999......... 3
d) Notes to Consolidated Financial Statements................... 4
Item 2. Management's Discussion and Analysis
or Plan of Operation............................................. 7
Part II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders............. 11
Item 6. Exhibits and Reports on Form 8-K................................ 12
Signatures................................................................. 13
Part I. Financial Information
Item 1. Consolidated Financial Statements
NAVTECH, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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Three Months Ended
January 31
2000 1999
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Revenue
Service fees $1,365,697 $1,079,328
Hardware, software and license sales 610,095 -
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Total revenue 1,975,792 1,079,328
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Costs and Expenses
Operating 1,168,972 901,049
Research and development, net of Investment Tax Credits 3,540 5,701
Selling, general and administrative 427,320 216,122
Depreciation and amortization 25,499 20,475
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Total costs and expenses 1,625,331 1,143,347
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Operating income (loss) 350,461 (64,019)
Other income (expense)
Interest income 15,817 12,548
Interest expense - related parties (27,243) (11,513)
Interest expense - other (43,983) (71,430)
Provision for bad debt - related party (18,921) (57,112)
Realized foreign exchange loss (20,062) (18,482)
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Income (loss) before income taxes 256,069 (210,008)
Provision for income taxes 136,000 -
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Net earnings (loss) $120,069 ($210,008)
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Earnings per share:
Basic $0.06 ($ 0.10)
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Diluted $0.06 ($ 0.10)
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See accompanying notes.
PAGE 1
NAVTECH, INC.
CONSOLIDATED BALANCE SHEET
(Unaudited)
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January 31
2000
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Assets
Current assets:
Cash and cash equivalents $ 48,098
Accounts receivable, net of allowance for doubtful accounts of $266,371 754,242
Prepaid expenses and other 41,799
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Total current assets 844,139
Investment tax credits receivable, net of allowance 207,951
Fixed assets, net 348,401
Due from related party 325,648
Other assets 119,642
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Total assets $1,845,781
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Liabilities and shareholders' deficiency Current liabilities:
Accounts payable and accrued liabilities $1,229,187
Note payable - factoring 258,692
Income taxes payable 136,000
Due to related parties - current portion 272,098
Long term debt - current portion 138,587
Deferred lease inducements - current portion 15,033
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Total current liabilities 2,049,597
Due to related parties 466,638
Long term debt 28,530
Deferred lease inducements 86,437
Minority interests 247,666
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Total liabilities 2,878,868
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Commitments and contingencies
Shareholders' deficiency
Capital stock, par value $.001 per share, authorized 10,000,000
shares; issued and outstanding 2,001,980 shares 2,002
Additional paid-in capital 1,680,445
Accumulated other comprehensive income 47,141
Accumulated deficit (2,762,675)
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Total shareholders' deficiency (1,033,087)
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Total liabilities and shareholders' deficiency $1,845,781
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See accompanying notes.
PAGE 2
NAVTECH, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW
(Unaudited)
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Three Months Ended
January 31
2000 1999
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Operations
Net income (loss) $ 120,069 ($210,008)
Depreciation and amortization 25,499 20,475
Provision for uncollectable accounts 75,032 2,891
Provision for bad debt - related party 18,921 57,112
Decrease in operating assets - net 204,546 120,843
Increase (decrease) in operating liabilities - net (244,670) 174,269
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Net cash from operating activities 199,397 165,582
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Financing
Cash overdraft - (35,127)
Payment of long term debt (79,841) (29,001)
Payment of notes (14,466) (27,866)
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Net cash used in financing activities (94,307) (91,994)
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Investing
Purchase of fixed assets (25,879) (23,425)
Advances to parent company (39,802) (54,123)
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Net cash used in investing activities (65,681) (77,548)
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Net change in cash and equivalents 39,409 (3,960)
Effect of exchange rates on cash and equivalents 4,185 3,960
Cash and equivalents, beginning of period 4,504 -
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Cash and equivalents, end of period $ 48,098 $ -
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See accompanying notes.
PAGE 3
NAVTECH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
DESCRIPTION OF BUSINESS AND ORGANIZATION
Navtech, Inc. ("Navtech"), and subsidiaries, Navtech Systems Support Inc.
("Navtech-Canada"), Navtech Systems (UK) Limited ("Navtech-UK") and Efficient
Aviation Systems Inc. ("EAS") (herein referred to collectively as the
"Company"), are engaged in the business of developing, marketing, licensing, and
supporting computerized flight operations management systems to the commercial
aviation industry. Navtech was originally incorporated in the State of New York
in 1981 and then reincorporated in the State of Delaware in 1987.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The consolidated balance sheet as of January 31, 2000, and the consolidated
statements of operations and consolidated condensed statements of cash flows for
the three months ended January 31, 2000 and 1999, have been prepared by the
Company without audit. In the opinion of management, all adjustments (which
include only normal recurring accrual adjustments) necessary to present fairly
the financial position, results of operations and cash flows at January 31,
2000, and for all periods presented, have been made.
The consolidated financial statements include the accounts of Navtech and its
wholly owned subsidiaries, Navtech-Canada, Navtech-UK and EAS. All material
intercompany balances and transactions have been eliminated. In accordance with
Statement of Financial Accounting Standards No. 52, "Foreign Currency
Translations," assets and liabilities of foreign operations are translated at
current rates of exchange while results of operations are translated at average
rates in effect for that period. Unrealized translation gains or losses are
shown as a separate component of shareholders' equity.
For information concerning the Company's significant accounting policies,
reference is made to the Company's Annual Report on Form 10-KSB for the year
ended October 31, 1999. Results of operations for the three months ended January
31, 2000 are not necessarily indicative of the operating results for the full
year.
COMPREHENSIVE INCOME (LOSS)
The components of the Company's total comprehensive income (loss) were as
follows:
Three Months Ended
January 31
2000 1999
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Net earnings (loss) $120,069 ($210,008)
Currency translation adjustments (4,034) (1,984)
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Comprehensive income (loss) $116,035 ($211,992)
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PAGE 4
EARNINGS PER SHARE
Basic earnings per share is computed on the basis of the weighted average number
of common shares outstanding. Diluted earnings per share is computed on the
weighted average number of common shares outstanding plus the effect of
outstanding stock options using the "treasury stock" method.
The components of basic and diluted earnings per share were as follows:
EARNINGS PER SHARE
(Unaudited)
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Three Months Ended
January 31
2000 1999
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Net earnings (loss) (A) $120,069 ($210,008)
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Average outstanding shares of common stock (B) 2,001,980 2,001,980
Dilutive effect of:
Stock options 9 -
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Common stock and common stock equivalents (C) 2,001,989 2,001,980
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Earnings per share:
Basic (A/B) $0.06 ($ 0.10)
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Diluted (A/C) $0.06 ($ 0.10)
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Options to purchase 979,265 and 426,376 shares of the Company's common stock
have been excluded from the computation of diluted earnings per share in 2000
and 1999, respectively, as their inclusion would be anti-dilutive.
COMMITMENTS AND CONTINGENCIES
Legal Proceedings
On September 13, 1999, the Company received a demand from the attorneys for the
Chapter 11 Creditors Committee of Southern Air Transport, Inc. for alleged
preferential payments of $88,850 made to Navtech-Canada within 90 days of the
filing of the bankruptcy petition of the Debtor in the United States Bankruptcy
Court for the Southern District of Ohio on October 1, 1998. The Company is of
the view that the payments received were for contemporaneous consideration and
were therefore not preferential payments. The Company has further determined
that the matter is still under review and no adversary proceedings have been
launched as of February 29, 2000. At this time no determination of the eventual
outcome of potential loss can be made, and accordingly, no provision for this
matter has been provided for in the accompanying financial statements.
The Company is subject to various other legal proceedings, claims and
liabilities which arise in the ordinary course of its business. In the opinion
of management, the amount of any ultimate liability with respect to these
actions will not have a material adverse effect on the Company's consolidated
results of operations, cash flow or financial position.
PAGE 5
Compensation Agreements
The Company has entered into a retirement agreement (the "Retirement Agreement")
with a Director and former Chairman of the Company dated August 5, 1999, which
provides for, among other things, the payment of 96 consecutive semi-monthly
payments of $6,250 (as evidenced by a non-interest bearing note in the amount of
$600,000) commencing November 25, 1999 for services rendered for the period from
November 1996 through October 1999. The Company has provided for approximately
$450,000 relating to the net present value of the services provided by the
Director and former Chairman during fiscal 1999, 1998 and 1997. Pursuant to the
Retirement Agreement, the Company also agreed to reimburse the Director and
former Chairman for expenses incurred in the amount of $60,594 (payable over the
period August 1999 to May 2000) and to obtain a declining balance life insurance
policy on the Director and former Chairman commencing with coverage at $600,000
and declining at a rate of $150,000 per year, the proceeds of which are to be
used to prepay to the Chairman's estate any remaining portion of the $600,000
originally due. All amounts due are evidenced by promissory notes that contain
acceleration provisions in the event of, among other things, default in payment.
COMPARATIVE AMOUNTS
During the fourth quarter of fiscal 1999, the Company took an additional
allowance against amounts owed by a related party in the amount of $316,453,
portions of which amount should have been provided for during each of the
quarters in fiscal 1999. The comparative statements of operations and cash flows
have been restated to reflect an allowance of $57,112 related to the three
months ended January 31, 1999.
ACQUISITION OF NAVTECH (UK) LIMITED
On October 1, 1999, the Company, through its subsidiary, Navtech-Canada,
acquired all of the outstanding shares of Skyplan Services (UK) Limited for an
aggregate cost of $150,000. The purchase agreement contained a covenant not to
solicit the former employees or customers for a period of two years. Subsequent
to the acquisition, the name of the UK company was changed to Navtech (UK)
Limited.
The Company accounted for the acquisition as a purchase, and as such, the fair
values of the assets acquired and liabilities assumed have been recorded on the
date of acquisition. The excess of the consideration paid and the related costs
of acquisition over the estimated fair value of the net assets acquired,
totaling $108,000, has been recorded as goodwill and is being amortized on a
straight-line basis over ten years.
The historical operating results include only those of Navtech, Navtech-Canada
and EAS and Navtech-UK's operating results have been included from the effective
date of the acquisition (October 1, 1999). Presented below are the unaudited pro
forma condensed operating results for the three months ended January 31, 1999,
as if the transaction had been consummated on November 1, 1998.
Revenue $ 1,150,282
Net loss ($239,353)
Loss per share - basic ($0.12)
PAGE 6
NAVTECH, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Item 2. Management's Discussion and Analysis or Plan of Operation
FORWARD-LOOKING STATEMENTS
This section and other parts of this Form 10-QSB contain forward-looking
statements that involve risks and uncertainties. The Company's actual results
may differ significantly from the results discussed in the forward-looking
statements. The following discussion should be read in conjunction with the
financial statements and notes thereto included in Item 1 of Part I of this Form
10-QSB. All financial information is based on the Company's fiscal calendar.
RESULTS OF OPERATIONS
Revenue
Revenue from service fees was approximately $1.4 million in the three months
ended January 31, 2000 as compared with approximately $1.1 million for the three
months ended January 31, 1999, an increase of approximately 27%, or
approximately $286,000. This increase is primarily due to an increase in fees
from existing customers of approximately $161,000 and an increase in fees from
new customers of approximately $264,000. These increases were offset by the loss
of revenue of approximately $198,000 from one-time customers in 1999 and the
loss in fees of approximately $71,000 from customers who ceased operations in
prior quarters. Navtech-UK generated revenue of approximately $130,000 in the
three months ended January 31, 2000.
Revenue from software, hardware and license sales was approximately $610,000 in
the three months ended January 31, 2000 as compared to no revenue in the three
months ended January 31, 1999. During the year ended October 31, 1999, the
Company commenced installation of a flight planning system, along with the
development of certain customer-requested enhancements, for Universal Weather
and Aviation, Inc., a major aviation services provider based in the United
States. The installation and customer acceptance were completed during the three
months ended January 31, 2000, and accordingly, in accordance with generally
accepted accounting principles, the revenue has been included in this quarter.
All amounts payable by the customer for the delivery of the system were received
prior to the completion of this quarter. This contract represents approximately
$580,000 of the total increase, the rest being made up of smaller hardware
sales.
Costs and expenses
Operating expenses increased approximately 29% or approximately $268,000 from
approximately $900,000 for the three months ended January 31, 1999 to
approximately $1.2 million for the three months ended January 31, 2000. This
change is primarily attributable to an increase in salaries and benefits of
approximately $184,000, an increase in communications costs of approximately
$49,000 as well as net increases in other operating expenses of approximately
$35,000. The increase in salaries and benefits is reflective of the hiring of
additional senior management staff in both Monterey and Waterloo, as well as the
inclusion of approximately $93,000 in costs related to Navtech-UK. In addition
to the impact on salaries and benefits, Navtech-UK also added approximately
$46,000 in operating expenses.
Net research and development expenditures decreased approximately $2,000 during
the three months ended January 31, 2000 over the same period in fiscal 1999. The
Company has claimed scientific research and experimental development credits of
approximately $10,000 in the three months ended January 31, 2000 as compared to
approximately $12,000 for the three months ended January 31, 1999.
PAGE 7
Selling, general and administrative expenses increased approximately 98%, or
approximately $211,000, from approximately $216,000 for the three months ended
January 31, 1999 to approximately $427,000 for the three months ended January
31, 2000. This increase is attributable to an increase in professional fees of
approximately $90,000, an increase in shareholder relations costs of
approximately $10,000, an increase in travel costs of approximately $35,000 and
an increase in bad debt expense of approximately $70,000. In addition, there was
a net increase in other selling, general and administrative expenses of
approximately $6,000. The increase in professional fees relates to increases in
the use of both legal and accounting advisors in the amendment of the Company's
by-laws, the review of the Company's stock option plan and the assistance
required to hold the Company's Annual General Meeting during the quarter. The
increase in travel costs is primarily attributable to increased travel between
the Company's three facilities, as well as increased travel for customer and
sales visits in North America. The increase in bad debt expense relates to one
customer who has filed for Chapter 11 bankruptcy protection subsequent to the
end of the three months ended January 31, 2000.
Other income (expense)
The Company recorded a loss of approximately $20,000 on realized foreign
exchange transactions for the three months ended January 31, 2000 as compared to
a loss of approximately $18,000 for the same period in 1999. Gains and losses in
foreign exchange are attributable to the difference in rates between the
transaction date and the settlement date and cannot readily be compared between
periods.
Provision for Income Taxes
The Company recorded a provision for income taxes of $136,000 for the three
months ended January 31, 2000. This provision relates to the Company's Canadian
profitable operations for which the Company has previously utilized all of its
net operating and tax credit carryforwards. The Company's effective tax rate of
53% varies from the statutory U.S. rate due to losses in the U.S. and U.K. where
tax benefits are currently not available to the Company.
Net earnings (loss)
The unaudited consolidated financial statements reflect net earnings of
approximately $120,000 for the three months ended January 31, 2000 as compared
to a net loss of approximately $210,000 for the three months ended January 31,
1999. The change is primarily attributable to the revenue recognized on the
successful installation of a system to Universal Weather and Aviation, Inc., as
offset by increases in both operating and selling, general and administrative
expenses.
Liquidity and Capital Resources
As of January 31, 2000, the Company's available funds consisted of $48,098 in
cash. At January 31, 2000, the Company had a working capital deficiency of
$1,206,238 as compared to $1,333,728 as at October 31, 1999.
Cash flows from operations accounted for a net inflow of $199,397, primarily
based on the net earnings for the quarter, the depreciation adjustment and a net
decrease in operating assets of approximately $205,000. Offsetting these inflows
was a decrease of approximately $245,000 in operating liabilities.
Cash flows from financing activities for the three months ended January 31, 2000
represent a net outflow of $94,307, primarily due to repayment of existing loans
and related party notes.
PAGE 8
Cash flows from investing activities for the three months ended January 31, 2000
represent a net outflow of $65,681, primarily due to the purchase of fixed
assets and advances to a related party.
As of January 31, 2000, the Company had no significant capital commitments.
PLAN OF OPERATION
The Company's liquidity at January 31, 2000 was insufficient to meet operating
requirements. The Company has therefore undertaken the following initiatives and
actions to reduce its working capital deficiency and alleviate cash flow
demands:
The Company intends to expand its product line, leverage its existing customer
base, enhance its technology capabilities and increase its sales and marketing
efforts with a view to increasing revenue and maximizing profitability. To meet
this objective the management team has initiated a number of programs focused on
increasing the Company's working capital.
Existing Customers
The Company intends to continue leveraging its existing base of customers to add
new revenue through added functionality and product upgrades.
Expanded Sales and Marketing
The Company currently utilizes a direct sales approach for both Aurora and its
service bureau offerings. The direct channel provides the Company with direct
feedback from the customer and permits the sales force the ability to offer an
appropriate solution to meet the customer's requirements. To increase revenue
the Company must expand the direct sales force in North America and compliment
the current sales efforts in the Gatwick office. The Company is also considering
expansion of its distribution strategy to include channel marketing through
strategic alliances in order to pursue new market segments. The Company has
entered into an Agreement with an International Marketing and Sales firm to
begin exploiting opportunities in Europe, Asia, South America and the Middle
East.
Trade Creditors
The Company's objective is to be current with all of its trade creditors. As an
interim step, the Company has renegotiated payment terms with several larger
trade creditors including its key suppliers of communication services and with
federal tax authorities. The Company is continuing to actively pursue additional
extensions and / or equity conversions with its creditors.
Renegotiation of Demand Loans
During the past year, the Company has been successful in renegotiating two of
its demand loans, resulting in payment terms that reflect reduced interest rates
and fixed payment dates. The management team will continue to pursue discussions
with its lenders on the possible conversion of further debt.
PAGE 9
Summary
The benefits of these projects have been immediate; however the Company will
require additional funding to achieve its stated plans and objectives. As such,
various financing sources, including debt or equity offerings, will be
investigated when and if such financing is available to the Company. No
assurances can be given that any required financing will be available with
commercially reasonable terms or otherwise. In addition, no assurances can be
given that the Company's activities, as set forth above, will be successful
whether due to lack of required financing or otherwise.
PAGE 10
Part II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders:
At the Annual Meeting of Shareholders held on January 14, 2000, the following
proposals were adopted (with the number of votes cast for, against or withheld,
as well as the number of abstentions and broker non-votes, as to each matter
indicated):
1. To elect a Board of Directors to hold office until their successors are
elected or qualified.
FOR WITHHELD
Dorothy A. English 1,675,390 4,413
Duncan Macdonald 1,675,390 4,413
Denis L. Metherell 1,675,065 4,438
Kenneth M. Snyder 1,675,390 4,413
Russell K. Thal 1,675,065 4,438
2. To change the name of the Company to "Navtech, Inc."
FOR AGAINST ABSTAIN BROKER NON-VOTE
1,677,399 1,480 984 0
3. To increase the number of authorized Common Shares from 2,500,000 to
10,000,000.
FOR AGAINST ABSTAIN BROKER NON-VOTE
1,673,675 4,936 1,192 0
4. To decrease the number of authorized Preferred Shares from 10,000,000 to
2,000,000.
FOR AGAINST ABSTAIN BROKER NON-VOTE
1,639,492 2,461 1,309 36,571
5. To adopt the Company's 1999 Stock Option Plan.
FOR AGAINST ABSTAIN BROKER NON-VOTE
1,638,134 3,976 1,122 36,571
6. To require unanimous, rather than majority, written consent of shareholders
in lieu of a meeting under certain circumstances.
FOR AGAINST ABSTAIN BROKER NON-VOTE
1,638,621 3,708 903 36,571
7. To adopt amended and restated By-Laws of the Company.
FOR AGAINST ABSTAIN BROKER NON-VOTE
1,639,573 2,451 1,208 36,571
Following such stockholder approval, the Company changed its trading symbol to
"NAVH".
PAGE 11
Item 6. Exhibits and Reports on Form 8-K:
(a) Exhibits
3(A) Certificate of Amendment of the Certificate of Incorporation
providing for the elimination of the Series A Convertible
Cumulative Preferred Stock (1)
3(B) Certificate of Amendment of the Certificate of Incorporation filed
January 14, 2000 (1)
3(C) Certificate of Incorporation and amendments thereto including
Certificate of Ownership and Merger prior to filing the amendments
above (2)
3(D) By-Laws (1)
27. Financial Data Schedule
(b) Reports on Form 8-K
The Company filed no reports on Form 8-K during the quarter ended January
31, 2000.
Items 1,2, 3 and 5 are not applicable and have been omitted.
(1) The Company hereby incorporates the footnoted Exhibit by reference in
accordance with Rule 12b-32, as such Exhibit was originally filed as an
Exhibit to the Company's Amended Annual Report on Form 10-KSB for the
fiscal year ended October 31, 1999.
(2) The Company hereby incorporates the footnoted Exhibit by reference in
accordance with Rule 12b-32, as such Exhibit was originally filed as an
Exhibit to the Company's Annual Report on Form 10-KSB for the fiscal year
ended October 31, 1994.
PAGE 12
Signatures
Pursuant to the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned thereunto duly authorized.
Navtech, Inc.
Date: March 15, 2000
By: /s/ Duncan Macdonald
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Duncan Macdonald
Chairman of the Board and
Chief Executive Officer
By: /s/ David Strucke
------------------------------------------
David Strucke
Chief Financial Officer
(Principal Financial and Accounting Officer
and Duly Authorized Officer)
PAGE 13